Oppressed minority shareholders may seek redress for oppression in the Pennsylvania Courts. Like New Jersey, New York and Ohio, Pennsylvania has adopted the “reasonable expectations” to define oppression. Gee v. Blue Stone Heights Hunting Club, 145 Pa. Commw. 658, 604 A.2d. 1141 (1992).  
Pennsylvania law slightly differs from New Jersey’s “reasonable expectations” test in that, unlike New Jersey, Pennsylvania disallows relief where the minority shareholder is oppressed as an employee.  In other words, in Pennsylvania a minority shareholder cannot assert that the oppression related to the majority’s treatment of them with regard to their employment. New Jersey allows shareholders who are also employees to assert that the majority’s treatment of them as it relates to their employment could constitute minority oppression.
Scott Unger is a Shareholder in Stark & Stark’s Lawrenceville, New Jersey office concentrating in Shareholder & Partner Dispute Litigation. For questions, or additional information, please contact Mr. Unger.